Waiver from NZX Main Board Listing Rule 9.2.1

NZX Regulation Decision Goodman Property Trust ("GMT") Application for a waiver from NZX Main Board Listing Rule 9.2.1 17 May 2018 Waiver from Rule 9.2.1 Decision 1. Subject to the conditions set out in paragraph 2 below, and on the basis that the information provided by GMT is complete and accurate in all material respects, NZX Regulation (NZXR) grants GMT a waiver from NZX Main Board Listing Rule (Rule) 9.2.1, to the extent that this Rule would otherwise require GMT to seek unitholder approval to enter into the Proposed Transaction. 2. The waiver in paragraph 1 above is provided on the conditions that: a. the Independent Directors of GNZ certify, in a form acceptable to NZX, that: i. the Proposed Transaction has been negotiated, agreed and entered into on an arm's length and commercial basis; ii. in their opinion the Proposed Transaction represents fair value and is fair and reasonable to GMT and its unitholders who are not related to, or Associated Persons of Reco; iii. Reco did not influence the final decision of the Board to enter into the Proposed Transaction; and b. this waiver, its conditions and the implications of this waiver are disclosed in GMT's next annual report. 3. The information on which this decision is based is set out in Appendix One to this decision. This waiver will not apply if that information is not, or ceases to be, full and accurate in all material respects. 4. The Rules to which this decision relate are set out in Appendix Two to this decision. 5. Capitalised terms which have not been defined in this decision have the meaning given to them in the Rules. Reasons 6. In coming to the decision to provide the waiver set out in paragraph 1 above, NZXR has considered that: a. the policy underlying Rule 9.2.1 is to ensure that Related Parties do not exercise undue influence over an Issuer's decision to enter into a Material Transaction, or in order to reach a favourable outcome or a transfer of value to the Related Party in respect of the Material Transaction. NZXR is comfortable that the policy of the Rule is not offended by the granting of this waiver; b. GMT has submitted, and NZX has no reason not to accept that, under the terms of the Proposed Transaction, Reco would not be gaining favourable consideration by reason of the Related Party Relationship. By receiving their Respective Proportions of the purchase price, GMT (through Nominee) and Reco will be paid the same consideration per share. Additionally, each right and obligation of, and any agreement, representation, warranty or indemnity given or made by Nominee and Reco, is given or made in their Respective Proportions; c. GMT has submitted, and NZX has no reason not to accept that the Related Party Relationship has not influenced and will not unduly influence the decision to enter into, or the terms and conditions of, the Proposed Transaction, for the following reasons: i. the only connection between GMT and Reco is their involvement in WPHL as joint venture partners. Although they are considered Related Parties under Rules 1.8.2 and 9.2.3(c), NZXR has recognised in previous waiver decisions that connections between parties that arise due to joint venture arrangements are often unlikely to be the type of relationship that Rule 9.2.1 aims to regulate; ii. Reco has no ownership interest in or element of control over, GMT or Nominee, and none of those parties has any ownership interest in Blackstone; and iii. there is no transfer of value from GMT or Nominee to Reco, or from Reco to GMT or Nominee, as a result of the Proposed Transaction. d. GMT has submitted, and NZX has no reason not to accept that there is no incentive for GMT or Nominee or Reco to enter into the Proposed Transaction on anything other than commercial, arm's length terms. The Proposed Transaction has arisen as a result of an unsolicited, arm's length offer received from Blackstone and the purchase price for the sale of GMT's and Reco's shares under the proposed SPA has been, and will be, negotiated with Blackstone, a party unrelated to GMT, Nominee and Reco; e. The condition at paragraph 2(a) provides comfort that the Proposed Transaction has been negotiated and entered into on an arm's length and commercial basis and is fair, reasonable and in the best interests of GMT and its unitholders; and f. There is precedent for this decision. Confidentiality 7. GMT has requested that the application for this waiver, and any decision made in relation to it, remain confidential until such time as the Proposed Transaction is announced to the market by GMT or GMT advises NZX that the decision may be published, whichever is earlier. 8. In accordance with Footnote 1 to Rule 1.11.2, NZXR grants GMT's request. Appendix One 1. Goodman Property Trust (GMT) is a Listed Issuer with units Quoted on the NZX Main Board. The manager of GMT is Goodman (NZ) Limited (GNZ) which is a wholly-owned subsidiary of Goodman Group, an international property group which is listed on ASX. 2. GMT, through its wholly-owned subsidiary Goodman Nominee (NZ) Limited (Nominee), holds 51% of the shares in Wynyard Precinct Holdings Limited (WPHL). Reco Aotearoa Private Limited (Reco) holds the remaining 49% of shares in WPHL. 3. Nominee and Reco are parties to a shareholder agreement in respect of their shareholdings in WPHL (Shareholder Agreement). 4. Nominee and Reco (together, the Vendors) are negotiating a transaction under which they propose to sell 100% of the shares in WPHL to Viaduct Holdings IV Limited (Blackstone) pursuant to the terms of a sale and purchase agreement (SPA), (the Proposed Transaction). Under the proposed SPA, Covenant Trustee Services Limited (as trustee of Goodman Property Trust) would provide certain guarantees and indemnities in favour of Blackstone, with respect to Nominee's obligations only. 5. The Vendors will have the same rights and obligations under the terms of the proposed SPA. Each right and obligation of the Vendors will be several in proportion relative to their shareholding (Respective Proportions) and not joint, nor joint and several. Any agreement, representation, warranty or indemnity made or given by the Vendors binds, and would be given by them, severally in their Respective Proportions. 6. Under the proposed SPA, the sale and purchase of the shares would be subject to Blackstone obtaining all consents required under the Overseas Investment Act 2005 and the Overseas Investment Regulations 2005 for Blackstone to undertake the Proposed Transaction, on terms acceptable to each of the Vendors and Blackstone (both acting reasonably). 7. The Proposed Transaction will be a Material Transaction for GMT within the meaning of Rules 9.2.2(a), 9.2.2(c) and 9.2.2(d). Under the Proposed Transaction, Nominee will receive 51% of the purchase price under the proposed SPA, which will exceed 10% of the Average Market Capitalisation of GMT, which at the date of this waiver is in excess of $1.75 billion. The purchase price for the shares in WPHL under the proposed SPA is $635 million subject to certain adjustments on the completion date. Nominee is expected to receive $323,850,000 of the purchase price subject to the adjustments as above. 8. GMT is a Related Party of Reco for the purposes of Rule 9.2.3(c) as: a. Under Rule 1.6.6, the definition of Issuer extends to Nominee as a subsidiary of GMT; b. Under Rule 1.8.2, GMT and Reco are Associated Persons as the relationship pursuant to the Shareholder Agreement could influence the decisions of GMT or Reco; c. Under Rule 1.8.3(c), GMT (through Nominee) and Reco each hold more than 10% of the voting shares in WPHL and both GMT (through Nominee) and Reco are parties to the Shareholder Agreement which relates to the control or ownership of shares in WPHL, which affects 100% of WPHL shares; and d. Under Rule 1.8.3(d), GMT and Reco could be considered to be acting jointly or in concert by virtue of the Shareholder Agreement. (together, the Related Party Relationship) 9. GMT cannot rely on Rule 9.2.3(f), as it only applies to persons who are incorporated joint ventures of GMT (such as WPHL) or unincorporated joint venture participants with GMT, which is not applicable to Reco as it is an incorporated entity. Appendix Two Rule 1.6.6 Reference to an Issuer in the Rules shall, as the context permits, extend to include all members (other than another Listed entity or a Subsidiary thereof) of any group of companies and/or other entities of which the Issuer is the holding company, or in which the Issuer otherwise has a controlling interest, to the extent that such extension is necessary to ensure that the object of the Rules is not frustrated or avoided by reason of the separate legal personality of members of the group. In relation to the disclosure of information for this purpose the group includes any Associated Persons of the Issuer of which the Issuer has control in law or in fact, other than any such Associated Person which is another Listed entity or a Subsidiary thereof. Assessment of the materiality of any information in relation to such group shall be treated as if the group constituted one business Rule 1.8 Associated Persons 1.8.1 In the Rules, a person is an Associated Person of another person if the first person is associated with the other in terms of Rule 1.8.2 to Rule 1.8.7. 1.8.2 A person (the "first person") is associated with another person (the "second person") if, in making a decision or exercising a power affecting an Issuer, the first person could be influenced as a consequence of an Arrangement or relationship existing between, or involving, the first person and the second person. 1.8.3 Without limiting Rule 1.8.2, the first person is associated with the second person if: ... (c) the first person is a Director of a company, or holds a Relevant Interest in Securities carrying more than 10% of the Votes of a company and the first person and the second person are parties to an Arrangement relating to the control of, or the control or ownership of Securities in, that company, which Arrangement affects Securities of that company carrying more than 30% of the total Votes attaching to Securities of that company; or (d) The first person and second person are acting jointly or in concert; or..." Rule 9.2 Transactions with Related Parties 9.2.1 An Issuer shall not enter into a Material Transaction if a Related Party is, or is likely to become: (a) a direct or indirect party to the Material Transaction, or to at least one of a related series of transactions of which the Material Transaction forms part; ... unless that Material Transaction is approved by an Ordinary Resolution of the Issuer." 9.2.2 For the purposes of Rule 9.2.1, "Material Transaction" means a transaction or a related series of transactions whereby an Issuer: (a) purchases or otherwise acquires, gains, leases (as lessor or lessee) or sells or otherwise disposes of, assets having an Aggregate Net Value in excess of 10% of the Average Market Capitalisation of the Issuer; or ... (c) borrows, lends, pays, or receives, money, or incurs an obligation, of an amount in excess of 10% of the Average Market Capitalisation of the Issuer; or (d) enters into any guarantee, indemnity, underwriting, or similar obligation, or gives any security, for or of obligations which could expose the Issuer to liability in excess of 10% of the Average Market Capitalisation of the Issuer; or..." 9.2.3 For the purposes of Rule 9.2.1, "Related Party" means a person who is at the time of a Material Transaction, or was at any time within six months before a Material Transaction: (c) an Associated Person of the Issuer or any of the persons referred to in (a) or (b), other than a person who becomes an Associated Person as a consequence of the Material Transaction itself (or an intention or proposal to enter into the Material Transaction itself); or ... but a person is not a Related Party of an Issuer if: ... (f) that person is a Subsidiary of, incorporated joint venture of, or unincorporated joint venture participant with, the Issuer and: (i) no Related Party of the Issuer has or intends to obtain a material direct or indirect economic interest in that Subsidiary, incorporated joint venture, or unincorporated joint venture participant, other than by reason of receipt of reasonable Director's fees or executive remuneration; and (ii) the Issuer is entitled to participate, directly or indirectly, in at least one half of the income or profits, and the assets, of that Subsidiary, incorporated joint venture, or unincorporated joint venture participant. End CA:00318134 For:NZXR Type:WAV/RULE Time:2018-05-18 08:30:43